What is Regulation D?
Regulation D (Reg D) is a SEC regulation that governs private placement exemptions. Reg D allows smaller companies to raise funding through the sale of equity or debt securities in the business without having to register their securities with the SEC.
This allows private companies and entrepreneurs to get funding faster and cheaper because they don’t have the costs involved with a public offering.
What is Rule 504 of Regulation D?
Rule 4 of Reg D provides an exemption to the registration requirements for companies when they are selling or offering up to $1,000,000 of their securities in any 12 month period. As long as the business is not a blank check company they can use this exemption.
This generally does not allow companies to advertise or solicit their securities to the public but there are exceptions to this part of Rule 504.
What is Rule 506 of Regulation D?
Often referred to as a “safe harbor”, Rule 506 is a private offering exemption of Section 4(a)(2) of the Securities Act which allows businesses relying on the Rule 506 exemption to raise unlimited amounts of money.
Purchases of Rule 506 securities receive restricted securities which means that the securities can’t be sold within the first year without registering them. Under Rule 506 there are actually two distinct exemptions.
(1) The Rule 506(b) exemption can be satisfied pursuant to section 4(a)(2) by abiding by the following regulations:
- The company cannot use advertising or solicitation to market the securities;
- The company is allowed to sell the securities to an unlimited amount of “accredited investors” and up to 35 other purchasers. These investors must be sophisticated which means they need to have a good amount of knowledge and experience in financial and business matters which allows them to evaluate the risks of the potential investment;
- Companies must decide the information given to accredited investors so long as it does not violate the antifraud prohibitions of federal securities law. If the investors are non-accredited, the company needs to disclose information that is generally the same as that found in the registered offerings. Also, if a company provides information to accredited investors, the same must be made available to the non-accredited investors;
- The business needs to be available to answer questions by prospective investors; and
- Financial statement requirements must be met similar to Rule 505.
(2) Under Rule 506(c), a business can solicit and advertise the offering, but will still be viewed as a private offering within Section 4(a)(2) if:
- The investors in the offering are all accredited; and
- The business has taken reasonable steps to make sure the investors are actually accredited which includes measures such as reviewing w-2’s, bank statements, tax returns, credit reports, and more.
Under Rule 506, investors don’t have to register with the SEC for their offering of securities, but they do need to file a Form D (explained below).